1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;

1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Agreement;

1.1.3 “Contracted Processor” means a Subprocessor;

1.1.4 “Data Protection Laws” means any applicable legislative or regulatory regime enacted by a recognized government, or governmental or administrative entity with the purpose of protecting the privacy rights of natural persons or households consisting of natural persons, in particular the General Data Protection Regulation 2016/679 (“GDPR”) and supplementing data protection law of the European Union Member States, the United Kingdom's Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (“UK GDPR”), the Swiss Federal Data Protection Act (“Swiss DPA”), Canada's Personal Information Protection and Electronic Documents Act (“PIPEDA”) S.C. 2000, ch. 5, and any provincial legislation deemed substantially similar to PIPEDA under the procedures set forth therein, the Brazilian Law No. 13,709/2018 - Brazilian General Data Protection Law (“LGPD”), the ePrivacy Directive 2002/58/EC (the “Directive”), together with any European Union Member national implementing the Directive.

1.1.5 “Data Transfer” means:

1.1.6 “Services” means the services the Company provides.

1.1.7 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement. The Processor utilizes only one Subprocessor, which is Amazon Web Services.

2.1 Processor shall:

2.2 The Company instructs Processor to process Company Personal Data.

2.3 Special Category Data

3.1 Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5.1 The Company hereby grants prior written authorization to the Processor to engage Amazon Web Services, Inc. (AWS) as a Subprocessor for the purposes of hosting and storing Company Personal Data, as described in Schedule 1. AWS is the sole Subprocessor engaged by the Processor as at the date of this Agreement.

5.2 The Processor shall not appoint any additional or replacement Subprocessor without: (a) giving the Company no less than 30 days' prior written notice identifying the proposed new Subprocessor and the nature of the sub-processing; and (b) obtaining the Company's prior written consent, which shall not be unreasonably withheld or delayed.

5.3 If the Company objects to a proposed new Subprocessor within the notice period in clause 5.2, the Processor shall not engage that Subprocessor in connection with the processing of Company Personal Data, and the parties shall discuss in good faith an alternative arrangement. If no alternative is agreed, either party may terminate this Agreement on reasonable notice without liability.

5.4 The Processor shall ensure that any Subprocessor it engages is bound by data protection obligations at least equivalent to those set out in this Agreement, and shall remain liable to the Company for the acts and omissions of its Subprocessors as if they were the acts and omissions of the Processor.

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8.1 Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.

10.1 Subject to this section 10, Processor shall make available to the Company, upon the Company’s request and at the Company’s cost, all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits at the Company’s cost, including inspections, by an auditor mutually agreed upon by the Company and the Processor in relation to the Processing of the Company Personal Data by the Processor.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11.1 The Company acknowledges and agrees that, in order to provide the Services, the Processor may transfer Company Personal Data to countries outside the European Economic Area (EEA) and/or the United Kingdom (UK), including to the United States of America.

11.2 All such transfers shall be made in compliance with applicable Data Protection Laws. The primary sub-processor engaged by the Processor is Amazon Web Services, Inc. ("AWS"), whose infrastructure is hosted in the United States (see Section 5 and Schedule 1). AWS is certified under the EU-U.S. Data Privacy Framework (DPF) and is party to a Data Processing Addendum with the Processor incorporating Standard Contractual Clauses.

11.3 EU Transfers. For transfers of Company Personal Data from the EEA to the United States, the Processor relies on the Standard Contractual Clauses adopted by the European Commission on 4 June 2021 (Decision 2021/914), Module 3 (Processor to Processor), as incorporated into the AWS Data Processing Addendum. The Processor warrants that it has conducted a Transfer Impact Assessment (TIA) in accordance with EDPB Recommendations 01/2020, a copy of which is available to the Company upon request.

11.4 UK Transfers. For transfers of Company Personal Data from the United Kingdom, the Processor relies on: (a) the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (UK IDTA, version B1.0, issued by the ICO on 21 March 2022) as applied to the downstream transfer to AWS; or (b) such other transfer mechanism as may be approved by the UK Information Commissioner from time to time. The Processor confirms that the TIA referred to in clause 11.3 has been assessed as applicable to UK transfers.

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

1. disclosure is required by law;
2. the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

13.1 This Agreement is governed by and construed in accordance with the governing law and jurisdiction provisions in the Terms of Service, unless required otherwise by Applicable Data Protection Law.